The relationship between the television company Pro Sieben Sat 1 and its major shareholder from Italy, the Berlusconi company Media for Europe (MFE), has never been really close. On the contrary: for a long time, the board of directors and supervisory board of the German company with around 7,000 employees worked openly against the Italians, who hold almost 30 percent of the shares. Recently it seemed as if the relationship was easing. The new chairman of the supervisory board of Pro Sieben Sat 1, Andreas Wiele, and the CEO Bert Habets approached the Italians.
But now the Italians are suddenly increasing the pressure. The MFE holding, which is dominated by the Berlusconi family, wants to obtain a resolution at the general meeting at the end of April to break up Pro Sieben Sat 1. MFE surprisingly announced this on Thursday. Shareholders are expected to vote on whether the company’s digital activities should be listed separately on the stock exchange. “The aim of the proposed resolution is to accelerate the separation of business activities and the focus on the core business,” it said in a statement.
He is under pressure: Andreas Wiele, the chairman of the supervisory board of Pro Sieben Sat 1.
(Photo: Robert Brembeck/Seven.One)
Bert Habets’ board of directors has repeatedly committed to concentrating on the television business, but “has not yet made any significant progress in this regard,” criticized MFE. Pro Sieben Sat 1 includes many digital companies, such as Flaconi, Parship,billiger-Mietwagen.de, Jochen Schweizer, Mydays and Verivox. The company is divided into three segments: the actual television business with free-to-air channels such as Pro Sieben and Sat 1, the streaming platform Joyn, the dating division with the Parship-Meet Group and the e-commerce business.
The Italians are apparently losing patience
The move is definitely an affront, as supervisory board chairman Wiele had just announced that he would push ahead with the separation. “You can expect that we will make intensive sales efforts this year,” he told the South German newspaper. And added: “You don’t put the goods loudly in the shop window if you want to get the best price.” Pro Sieben Sat 1 will not sell all digital activities in one fell swoop, but will start with the areas that are “performing best and most attractive”. “We don’t have any need to sell hastily, but we won’t wait forever either,” said Wiele.
However, MFE boss Pier Silvio Berlusconi is apparently losing patience and is therefore putting pressure on the organization to force a breakup. It cannot be ruled out that the Italians will then prepare a takeover offer. There is a lot of talk, but in fact nothing is happening, according to people close to MFE. The general meeting of Pro Sieben Sat 1 is scheduled to take place on April 30th in digital form under the leadership of Wiele.
If around 50 percent of shareholders were normally present at the general meeting, MFE would have a mathematical majority with 30 percent of the shares. However, 75 percent of the shareholder votes present are required for the “resolution on the preparation of a spin-off and takeover agreement” that has been submitted. It is currently unclear how the second major shareholder, the Czech investor PPF, which holds almost twelve percent, will behave. Together, MFE and PPF might have a chance of getting their proposal passed.
MFE is also not satisfied with the choice of supervisory board members
But that’s not all: The Italians also announced that they would nominate two of their own candidates for the Pro-Sieben-Sat-1 supervisory board. One, an expert in takeovers and capital markets, is to take up a vacant position for which Pro Sieben Sat 1 itself nominated the Dutch media manager Pim Schmitz. In addition, the former auditor and corporate governance expert Rolf Nonnenmacher should be voted out and replaced by another auditor. Nonnenmacher is deputy chairman of the supervisory board. MFE already has one person on the supervisory board, Katharina Behrends, governor of Germany, and another supervisory board member, Thomas Ingelfinger, is attributed to the Italians.
Further disputes are likely to occur in the next few weeks. Pro Sieben Sat 1 is also struggling with a number of problems. Recently, sales fell, losses increased, and jobs were cut. Chief Financial Officer Martin Mildner emphasized two weeks ago that Pro Sieben Sat 1 had gotten off to a good start in 2024. This year, sales are expected to grow slightly to just under four billion euros, while operating profit is expected to stagnate. The shares rose significantly on Thursday.